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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX


          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file
number                              811-00483
-----------------------------------------------------------------

                       Elfun Trusts
------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


              3001, SUMMER STREET,STAMFORD, CONNECTICUT, 06904
-------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


GE ASSET MANAGEMENT,3001, SUMMER STREET,STAMFORD,CONNECTICUT,06904
------------------------------------------------------------------
                     (Name and address of agent for service)


Registrant"s telephone number, including area code: 203-326-4099
                                            ----------------------------

Date of fiscal year end: 12/31
                        ---------------------------

Date of reporting period: 07/01/2010 - 06/30/2011
                          -------------------------

Item 1. Proxy Voting Record





================================= ELFUN TRUST ==================================


AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  FEB 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel P. Amos           For       For          Management
2     Elect Director John Shelby Amos II      For       For          Management
3     Elect Director Paul S. Amos II          For       For          Management
4     Elect Director Michael H. Armacost      For       For          Management
5     Elect Director Kriss Cloninger III      For       For          Management
6     Elect Director Elizabeth J. Hudson      For       For          Management
7     Elect Director Douglas W. Johnson       For       For          Management
8     Elect Director Robert B. Johnson        For       For          Management
9     Elect Director Charles B. Knapp         For       For          Management
10    Elect Director E. Stephen Purdom        For       For          Management
11    Elect Director Barbara K. Rimer         For       For          Management
12    Elect Director Marvin R. Schuster       For       For          Management
13    Elect Director David Gary Thompson      For       For          Management
14    Elect Director Robert L. Wright         For       For          Management
15    Elect Director Takuro Yoshida           For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

ALLEGHANY CORPORATION

Ticker:       Y              Security ID:  017175100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rex D. Adams             For       For          Management
2     Elect Director  Weston M. Hicks         For       For          Management
3     Elect Director Jefferson W. Kirby       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Alain Monie              For       For          Management
6     Elect Director Jonathan J. Rubinstein   For       For          Management
7     Elect Director Thomas O. Ryder          For       For          Management
8     Elect Director Patricia Q. Stonesifer   For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
12    Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder
13    Report on Climate Change                Against   Against      Shareholder


--------------------------------------------------------------------------------

AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Raymond P. Dolan         For       For          Management
2     Elect Director Ronald M. Dykes          For       For          Management
3     Elect Director Carolyn F. Katz          For       For          Management
4     Elect Director Gustavo Lara Cantu       For       For          Management
5     Elect Director Joann A. Reed            For       For          Management
6     Elect Director Pamela D.A. Reeve        For       For          Management
7     Elect Director David E. Sharbutt        For       For          Management
8     Elect Director James D. Taiclet, Jr.    For       For          Management
9     Elect Director Samme L. Thompson        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Reduce Supermajority Vote Requirement   For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David Baltimore          For       For          Management
2     Elect Director Frank J. Biondi, Jr.     For       For          Management
3     Elect Director Francois De Carbonnel    For       For          Management
4     Elect Director Vance D. Coffman         For       For          Management
5     Elect Director Rebecca M. Henderson     For       For          Management
6     Elect Director Frank C. Herringer       For       For          Management
7     Elect Director Gilbert S. Omenn         For       For          Management
8     Elect Director Judith C. Pelham         For       For          Management
9     Elect Director J. Paul Reason           For       For          Management
10    Elect Director Leonard D. Schaeffer     For       For          Management
11    Elect Director Kevin W. Sharer          For       For          Management
12    Elect Director Ronald D. Sugar          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Provide Right to Act by Written Consent Against   Against      Shareholder


--------------------------------------------------------------------------------

APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


--------------------------------------------------------------------------------

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 09, 2010   Meeting Type: Annual
Record Date:  SEP 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory D. Brenneman     For       For          Management
1.2   Elect Director Leslie A. Brun           For       For          Management
1.3   Elect Director Gary C. Butler           For       For          Management
1.4   Elect Director Leon G. Cooperman        For       For          Management
1.5   Elect Director Eric C. Fast             For       For          Management
1.6   Elect Director Linda R. Gooden          For       For          Management
1.7   Elect Director R. Glenn Hubbard         For       For          Management
1.8   Elect Director John P. Jones            For       For          Management
1.9   Elect Director Sharon T. Rowlands       For       For          Management
1.10  Elect Director Enrique T. Salem         For       For          Management
1.11  Elect Director Gregory L. Summe         For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 01, 2011   Meeting Type: Annual
Record Date:  DEC 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Henry P. Becton, Jr.     For       For          Management
1.3   Elect Director Edward F. Degraan        For       For          Management
1.4   Elect Director C.M. Fraser-Liggett      For       For          Management
1.5   Elect Director Christopher Jones        For       For          Management
1.6   Elect Director Marshall O. Larsen       For       For          Management
1.7   Elect Director Edward J. Ludwig         For       For          Management
1.8   Elect Director Adel A.F. Mahmoud        For       For          Management
1.9   Elect Director Gary A. Mecklenburg      For       For          Management
1.10  Elect Director Cathy E. Minehan         For       For          Management
1.11  Elect Director James F. Orr             For       For          Management
1.12  Elect Director Willard J. Overlock, Jr  For       For          Management
1.13  Elect Director Bertram L. Scott         For       For          Management
1.14  Elect Director Alfred Sommer            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   None      Three Years  Management
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder


--------------------------------------------------------------------------------

BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  MAY 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Warren Eisenberg         For       For          Management
2     Elect Director Leonard Feinstein        For       For          Management
3     Elect Director Steven H. Temares        For       For          Management
4     Elect Director Dean S. Adler            For       For          Management
5     Elect Director Stanley F. Barshay       For       For          Management
6     Elect Director Klaus Eppler             For       For          Management
7     Elect Director Patrick R. Gaston        For       For          Management
8     Elect Director Jordan Heller            For       For          Management
9     Elect Director Victoria A. Morrison     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

CARNIVAL CORPORATION

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 13, 2011   Meeting Type: Annual
Record Date:  FEB 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc
2     Reelect Sir Jonathon Band As A Director For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
3     Reelect Robert H. Dickinson As A        For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc
4     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
5     Reelect Pier Luigi Foschi As A Director For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
6     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
7     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc
8     Reelect Modesto A. Maidique As A        For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc
9     Reelect Sir John Parker As A Director   For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
10    Reelect Peter G. Ratcliffe As A         For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc
11    Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc
12    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc
13    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc
14    Reelect Uzi Zucker As A Director Of     For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc
15    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation
16    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of The
      Independent Auditors Of Carnival Plc
17    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2010
18    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
19    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
20    Approve Remuneration of Executive and   For       For          Management
      Non-Executive Directors
21    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Shares for Market Purchase    For       For          Management
24    Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

CB RICHARD ELLIS GROUP, INC.

Ticker:       CBG            Security ID:  12497T101
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Blum          For       For          Management
1.2   Elect Director Curtis F. Feeny          For       For          Management
1.3   Elect Director Bradford M. Freeman      For       For          Management
1.4   Elect Director Michael Kantor           For       For          Management
1.5   Elect Director Frederic V. Malek        For       For          Management
1.6   Elect Director Jane J. Su               For       For          Management
1.7   Elect Director Laura D. Tyson           For       For          Management
1.8   Elect Director Brett White              For       For          Management
1.9   Elect Director Gary L. Wilson           For       For          Management
1.10  Elect Director Ray Wirta                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


--------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2010   Meeting Type: Annual
Record Date:  SEP 20, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. Mcgeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Ratify Auditors                         For       For          Management
16    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
17    Report on Internet Fragmentation        Against   Against      Shareholder
18    Adopt Policy Prohibiting Sale of        Against   Against      Shareholder
      Products in China if they Contribute to
      Human Rights Abuses


--------------------------------------------------------------------------------

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig S. Donohue         For       For          Management
1.2   Elect Director Timothy S. Bitsberger    For       For          Management
1.3   Elect Director Jackie M. Clegg          For       For          Management
1.4   Elect Director James A. Donaldson       For       For          Management
1.5   Elect Director J. Dennis Hastert        For       For          Management
1.6   Elect Director William P. Miller II     For       For          Management
1.7   Elect Director Terry L. Savage          For       For          Management
1.8   Elect Director Christopher Stewart      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

COVIDIEN PUBLIC LIMITED COMPANY

Ticker:       COV            Security ID:  G2554F105
Meeting Date: MAR 15, 2011   Meeting Type: Annual
Record Date:  JAN 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Craig Arnold             For       For          Management
2     Elect Director Robert H. Brust          For       For          Management
3     Elect Director John M. Connors, Jr.     For       For          Management
4     Elect Director Christopher J. Coughlin  For       For          Management
5     Elect Director Timothy M. Donahue       For       For          Management
6     Elect Director Kathy J. Herbert         For       For          Management
7     Elect Director Randall J. Hogan III     For       For          Management
8     Elect Director Richard J. Meelia        For       For          Management
9     Elect Director Dennis H. Reilley        For       For          Management
10    Elect Director Tadataka Yamada          For       For          Management
11    Elect Director Joseph A. Zaccagnino     For       For          Management
12    Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
13    Approve Reverse Stock Split Immediately For       For          Management
      Followed by a Forward Stock Split
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


--------------------------------------------------------------------------------

DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael C. Alfano        For       For          Management
1.2   Elect Director Eric K. Brandt           For       For          Management
1.3   Elect Director William F. Hecht         For       For          Management
1.4   Elect Director Francis J. Lunger        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


--------------------------------------------------------------------------------

DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David B. Dillon          For       For          Management
1.2   Elect Director Samuel A. DiPiazza, Jr.  For       For          Management
1.3   Elect Director Lorrie M. Norrington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Authorized Class B Shares,       For       For          Management
      Eliminate Class C Common Stock and
      Deletion of Rights to Call Special
      Meetings to Certain Stockholders
4     Declassify the Board of Directors       For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Provide Right to Call Special Meeting   For       For          Management
7     Adopt the Jurisdiction of Incorporation For       For          Management
      as the Exclusive Forum for Certain
      Disputes
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director D.H. Benson              For       For          Management
2     Elect Director R.W. Cremin              For       For          Management
3     Elect Director J-P.M. Ergas             For       For          Management
4     Elect Director P.T. Francis             For       For          Management
5     Elect Director K.C. Graham              For       For          Management
6     Elect Director R.A. Livingston          For       For          Management
7     Elect Director R.K. Lochridge           For       For          Management
8     Elect Director B.G. Rethore             For       For          Management
9     Elect Director M.B. Stubbs              For       For          Management
10    Elect Director S.M. Todd                For       For          Management
11    Elect Director S.K. Wagner              For       For          Management
12    Elect Director M.A. Winston             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Fred D. Anderson         For       For          Management
2     Elect Director Edward W. Barnholt       For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director John J. Donahoe          For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management
8     Reduce Supermajority Vote Requirement   Against   For          Shareholder


--------------------------------------------------------------------------------

ECOLAB INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas M. Baker, Jr.    For       For          Management
2     Elect Director Barbara J. Beck          For       For          Management
3     Elect Director Jerry W. Levin           For       For          Management
4     Elect Director Robert L. Lumpkins       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
9     Adopt Policy on Human Right to Water    Against   Against      Shareholder
10    Reduce Supermajority Vote Requirement   Against   For          Shareholder


--------------------------------------------------------------------------------

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary G. Benanav          For       For          Management
1.2   Elect Director Maura C. Breen           For       For          Management
1.3   Elect Director Nicholas J. LaHowchic    For       For          Management
1.4   Elect Director Thomas P. Mac Mahon      For       For          Management
1.5   Elect Director Frank Mergenthaler       For       For          Management
1.6   Elect Director Woodrow A. Myers Jr.     For       For          Management
1.7   Elect Director John O. Parker, Jr.      For       For          Management
1.8   Elect Director George Paz               For       For          Management
1.9   Elect Director Samuel K. Skinner        For       For          Management
1.10  Elect Director Seymour Sternberg        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
6     Approve Omnibus Stock Plan              For       For          Management
7     Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Adopt Policy on Human Right to Water    Against   Against      Shareholder
9     Report on Environmental Impact of Oil   Against   Against      Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


--------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Provide Right to Call Special Meeting   For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director S. Malcolm Gillis        For       For          Management
6     Elect Director Abdallah S. Jum'ah       For       For          Management
7     Elect Director David J. Lesar           For       For          Management
8     Elect Director Robert A. Malone         For       For          Management
9     Elect Director J Landis Martin          For       For          Management
10    Elect Director Debra L. Reed            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Review and Assess Human Rights Policies Against   Against      Shareholder
15    Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

HOSPIRA, INC.

Ticker:       HSP            Security ID:  441060100
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Irving W. Bailey, II     For       For          Management
2     Elect Director F. Michael Ball          For       For          Management
3     Elect Director Jacque J. Sokolov        For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      to Remove Directors for Cause
5     Reduce Supermajority Vote Requirement   For       For          Management
      for By-law Amendments
6     Reduce Supermajority Vote Requirement   For       For          Management
      for Certificate of Incorporation
      Amendments
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
9     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 19, 2011   Meeting Type: Annual
Record Date:  NOV 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David H. Batchelder      For       For          Management
2     Elect Director Christopher W. Brody     For       For          Management
3     Elect Director William V. Campbell      For       For          Management
4     Elect Director Scott D. Cook            For       For          Management
5     Elect Director Diane B. Greene          For       For          Management
6     Elect Director Michael R. Hallman       For       For          Management
7     Elect Director Edward A. Kangas         For       For          Management
8     Elect Director Suzanne Nora Johnson     For       For          Management
9     Elect Director Dennis D. Powell         For       For          Management
10    Elect Director Brad D. Smith            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


--------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.L. Davis           For       For          Management
4     Elect Director Michael M.e. Johns       For       For          Management
5     Elect Director Susan L. Lindquist       For       For          Management
6     Elect Director Anne M. Mulcahy          For       For          Management
7     Elect Director Leo F. Mullin            For       For          Management
8     Elect Director William D. Perez         For       For          Management
9     Elect Director Charles Prince           For       For          Management
10    Elect Director David Satcher            For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Adopt Policy to Restrain Pharmaceutical Against   Against      Shareholder
      Price Increases
16    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination Based on Applicant's
      Health Status
17    Adopt Animal-Free Training Methods      Against   Against      Shareholder


--------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Crandall C. Bowles       For       For          Management
2     Elect Director Stephen B. Burke         For       For          Management
3     Elect Director David M. Cote            For       For          Management
4     Elect Director James S. Crown           For       For          Management
5     Elect Director James Dimon              For       For          Management
6     Elect Director Ellen V. Futter          For       For          Management
7     Elect Director William H. Gray, III     For       For          Management
8     Elect Director Laban P. Jackson, Jr.    For       For          Management
9     Elect Director David C. Novak           For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Affirm Political Non-Partisanship       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   Against      Shareholder
18    Report on Loan Modifications            Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder
20    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
21    Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

LIBERTY GLOBAL, INC.

Ticker:       LBTYA          Security ID:  530555309
Meeting Date: JUN 21, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael T. Fries         For       For          Management
1.2   Elect Director Paul A. Gould            For       For          Management
1.3   Elect Director John C. Malone           For       For          Management
1.4   Elect Director Larry E. Romrell         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

LINCARE HOLDINGS INC.

Ticker:       LNCR           Security ID:  532791100
Meeting Date: MAY 09, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.P. Byrnes              For       For          Management
1.2   Elect Director S.H. Altman              For       For          Management
1.3   Elect Director C.B. Black               For       For          Management
1.4   Elect Director A.P. Bryant              For       For          Management
1.5   Elect Director F.D. Byrne               For       For          Management
1.6   Elect Director W.F. Miller, III         For       For          Management
1.7   Elect Director E.M. Zane                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Dawn E. Hudson           For       For          Management
1.6   Elect Director Robert L. Johnson        For       For          Management
1.7   Elect Director Marshall O. Larsen       For       For          Management
1.8   Elect Director Richard K. Lochridge     For       For          Management
1.9   Elect Director Robert A. Niblock        For       For          Management
1.10  Elect Director Stephen F. Page          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote
7     Include Sustainability as a Performance Against   Against      Shareholder
      Measure for Senior Executive
      Compensation
8     Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

M.D.C. HOLDINGS, INC.

Ticker:       MDC            Security ID:  552676108
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William B. Kemper        For       For          Management
1.2   Elect Director David D. Mandarich       For       For          Management
1.3   Elect Director David Siegel             For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Non-Employee Director Stock     For       For          Management
      Option Plan
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2010   Meeting Type: Annual
Record Date:  JUN 28, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director David L. Calhoun         For       For          Management
1.3   Elect Director Victor J. Dzau           For       For          Management
1.4   Elect Director William A. Hawkins       For       For          Management
1.5   Elect Director Shirley A. Jackson       For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jean-Pierre Rosso        For       For          Management
1.11  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 03, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates III     For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


--------------------------------------------------------------------------------

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 25, 2011   Meeting Type: Annual
Record Date:  NOV 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Laura K. Ipsen           For       For          Management
2     Elect Director William U. Parfet        For       For          Management
3     Elect Director George H. Poste          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
7     Amend Executive Incentive Bonus Plan    For       For          Management


--------------------------------------------------------------------------------

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 13, 2010   Meeting Type: Annual
Record Date:  AUG 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director B. Thomas Golisano       For       For          Management
2     Elect Director David J. S. Flaschen     For       For          Management
3     Elect Director Grant M. Inman           For       For          Management
4     Elect Director Pamela A. Joseph         For       For          Management
5     Elect Director Joseph M. Tucci          For       For          Management
6     Elect Director Joseph M. Velli          For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.L. Brown               For       For          Management
2     Elect Director I.M. Cook                For       For          Management
3     Elect Director D. Dublon                For       For          Management
4     Elect Director V.J. Dzau                For       For          Management
5     Elect Director R.L. Hunt                For       For          Management
6     Elect Director A. Ibarguen              For       For          Management
7     Elect Director A.C. Martinez            For       For          Management
8     Elect Director I.K. Nooyi               For       For          Management
9     Elect Director S.P. Rockefeller         For       For          Management
10    Elect Director J.J. Schiro              For       For          Management
11    Elect Director L.G. Trotter             For       For          Management
12    Elect Director D. Vasella               For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
15    Ratify Auditors                         For       For          Management
16    Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
18    Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Oscar Bernardes          For       For          Management
1.3   Elect Director Nance K. Dicciani        For       For          Management
1.4   Elect Director Edward G. Galante        For       For          Management
1.5   Elect Director Claire W. Gargalli       For       For          Management
1.6   Elect Director Ira D. Hall              For       For          Management
1.7   Elect Director Raymond W. LeBoeuf       For       For          Management
1.8   Elect Director Larry D. McVay           For       For          Management
1.9   Elect Director Wayne T. Smith           For       For          Management
1.10  Elect Director Robert L. Wood           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Irwin Mark Jacobs        For       For          Management
1.7   Elect Director Paul E. Jacobs           For       For          Management
1.8   Elect Director Robert E. Kahn           For       For          Management
1.9   Elect Director Sherry Lansing           For       For          Management
1.10  Elect Director Duane A. Nelles          For       For          Management
1.11  Elect Director Francisco Ros            For       For          Management
1.12  Elect Director Brent Scowcroft          For       For          Management
1.13  Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


--------------------------------------------------------------------------------

RESEARCH IN MOTION LTD

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 13, 2010   Meeting Type: Annual
Record Date:  MAY 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James L. Balsillie as Director    For       For          Management
1.2   Elect Mike Lazaridis as Director        For       For          Management
1.3   Elect James Estill as Director          For       For          Management
1.4   Elect David Kerr as Director            For       For          Management
1.5   Elect Roger Martin as Director          For       For          Management
1.6   Elect John Richardson as Director       For       For          Management
1.7   Elect Barbara Stymiest as Director      For       For          Management
1.8   Elect Antonio Viana-Baptista as         For       For          Management
      Director
1.9   Elect John Wetmore as Director          For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


--------------------------------------------------------------------------------

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2011   Meeting Type: Annual
Record Date:  FEB 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe Camus           For       For          Management
1.2   Elect Director Peter L.S. Currie        For       For          Management
1.3   Elect Director Andrew Gould             For       For          Management
1.4   Elect Director Tony Isaac               For       For          Management
1.5   Elect Director K. Vaman Kamath          For       For          Management
1.6   Elect Director Nikolay Kudryavtsev      For       For          Management
1.7   Elect Director Adrian Lajous            For       For          Management
1.8   Elect Director Michael E. Marks         For       For          Management
1.9   Elect Director Elizabeth Moler          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
1.13  Elect Director Paal Kibsgaard           For       For          Management
1.14  Elect Director Lubna S. Olayan          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Two Years Two Years    Management
4     Increase Authorized Common Stock        For       For          Management
5     Adopt Plurality Voting for Contested    For       For          Management
      Election of Directors
6     Adopt and Approve Financials and        For       For          Management
      Dividends
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

SIRIUS XM RADIO INC.

Ticker:       SIRI           Security ID:  82967N108
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Driector Joan L. Amble            For       For          Management
2     Elect Driector Leon D. Black            For       Against      Management
3     Elect Driector Lawrence F. Gilberti     For       For          Management
4     Elect Driector Eddy W. Hartenstein      For       For          Management
5     Elect Driector James P. Holden          For       For          Management
6     Elect Driector Mel Karmazin             For       For          Management
7     Elect Driector James F. Mooney          For       For          Management
8     Elect Driector Jack Shaw                For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


--------------------------------------------------------------------------------

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Burnes                For       For          Management
2     Elect Director P. Coym                  For       For          Management
3     Elect Director P. De Saint-Aignan       For       For          Management
4     Elect Director A. Fawcett               For       For          Management
5     Elect Director D. Gruber                For       For          Management
6     Elect Director L. Hill                  For       For          Management
7     Elect Director J. Hooley                For       For          Management
8     Elect Director R. Kaplan                For       For          Management
9     Elect Director C. LaMantia              For       For          Management
10    Elect Director R. Sergel                For       For          Management
11    Elect Director R. Skates                For       For          Management
12    Elect Director G. Summe                 For       For          Management
13    Elect Director R. Weissman              For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Approve Executive Incentive Bonus Plan  For       For          Management
17    Ratify Auditors                         For       For          Management
18    Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark C. Miller           For       For          Management
2     Elect Director Jack W. Schuler          For       For          Management
3     Elect Director Thomas D. Brown          For       For          Management
4     Elect Director Rod F. Dammeyer          For       For          Management
5     Elect Director William K. Hall          For       For          Management
6     Elect Director Jonathan T. Lord         For       For          Management
7     Elect Director John Patience            For       For          Management
8     Elect Director James W.P. Reid-Anderson For       For          Management
9     Elect Director Ronald G. Spaeth         For       For          Management
10    Approve Omnibus Stock Plan              For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


--------------------------------------------------------------------------------

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867224107
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel E. Benson            For       For          Management
1.2   Elect Director Dominic D'Alessandro     For       For          Management
1.3   Elect Director John T. Ferguson         For       For          Management
1.4   Elect Director W. Douglas Ford          For       For          Management
1.5   Elect Director Richard L. George        For       For          Management
1.6   Elect Director Paul Haseldonckx         For       For          Management
1.7   Elect Director John R. Huff             For       For          Management
1.8   Elect Director Jacques Lamarre          For       For          Management
1.9   Elect Director Brian F. MacNeill        For       For          Management
1.10  Elect Director Maureen McCaw            For       For          Management
1.11  Elect Director Michael W. O'Brien       For       For          Management
1.12  Elect Director James W. Simpson         For       For          Management
1.13  Elect Director Eira Thomas              For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive Compensation For       For          Management
      Approach


--------------------------------------------------------------------------------

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lois D. Juliber          For       For          Management
9     Elect Director Lakshmi N. Mittal        For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   Against      Shareholder
15    Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder
16    Stock Retention/Holding Period          Against   Against      Shareholder
17    Review Executive Compensation           Against   Against      Shareholder
18    Report on Climate Change Business Risks Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Hikmet Ersek             For       For          Management
2     Elect Director Jack M. Greenberg        For       For          Management
3     Elect Director Linda Fayne Levinson     For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

VCA ANTECH, INC.

Ticker:       WOOF           Security ID:  918194101
Meeting Date: JUN 06, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John B. Chickering, Jr.  For       For          Management
1.2   Elect Director John Heil                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  DEC 03, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3.1   Elect Director Gary P. Coughlan         For       For          Management
3.2   Elect Director Mary B. Cranston         For       For          Management
3.3   Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
3.4   Elect Director Robert W. Matschullat    For       For          Management
3.5   Elect Director Cathy E. Minehan         For       For          Management
3.6   Elect Director Suzanne Nora Johnson     For       For          Management
3.7   Elect Director David J. Pang            For       For          Management
3.8   Elect Director Joseph W. Saunders       For       For          Management
3.9   Elect Director William S. Shanahan      For       For          Management
3.10  Elect Director  John A. Swainson        For       For          Management
4.1   Elect Director Suzanne Nora Johnson     For       For          Management
4.2   Elect Director Joseph W. Saunders       For       For          Management
4.3   Elect Director John A. Swainson         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Ratify Auditors                         For       For          Management





                                    SIGNATURES

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

(Registrant):  Elfun Trusts
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By (Signature and Title):  /S/Arthur A. Jensen
                           -----------------------------------------------------
                           Arthur A. Jensen,
                           TREASURER, ELFUN FUNDS

Date:  August 26, 2011
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